the price paid by the placees does not exceed the price at which the equity securities6which are 6the subject of the rights issue are offered by more than one half of the calculated premium over that offer price (that premium being the difference between the offer price and the theoretical ex-rights price); and

the listed company must ensure that the equity securities6to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed 5.00, the proceeds may be retained for the company's benefit; and

(2)

the equity securities6 may be allotted or sold to underwriters, if on the expiry of the subscription period no premium (net of expenses) has been obtained.

if the offer is subject to shareholder approval in general meeting the announcement must state that this is the case; and

(2)

the circular dealing with the offer must not contain any statement that might be taken to imply that the offer gives the same entitlements as a rights issue unless it is an offer with a compensatory element.7

the listed company must ensure that the equity securities to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed £5, the proceeds may be retained for the company's benefit; and

(2)

the equity securities may be allotted or sold to underwriters, if on the expiry of the subscription period no premium (net of expenses) has been obtained.

Paragraph (1) does not apply to an offer or placing at a discount of more than 10% if:

(a)

the terms of the offer or placing at that discount have been specifically approved by the issuer's shareholders; or

(b)

4it is an issue of shares for cash or the sale of treasury shares for cash under a pre-existing general authority to disapply section 561 of the Companies Act 2006 (Existing shareholders’ rights of pre-emption).4

(4)

The listed company must notify a RIS as soon as possible after it has agreed the terms of the offer or placing.

8On each occasion that the listed company plans to use an on-screen intra-day price it should discuss the source of the price in advance with the FSA. The FSA may be satisfied that there is sufficient justification for its use if the alternative market has an appropriate level of liquidity and the source is one that is widely accepted by the market.

Offer for sale or subscription

letters of allotment or acceptance are all issued simultaneously and numbered serially (and, where appropriate, split and certified by the listed company's registrars);

(2)

if the equity securities6 may be held in uncertificated form, there is equal treatment of those who elect to hold the equity securities6 in certificated form and those who elect to hold them in uncertificated form;

(3)

letters of regret are posted at the same time or not later than three business days after the letters of allotment or acceptance; and

(4)

if a letter of regret is not posted at the same time as letters of allotment or acceptance, a notice to that effect is inserted in a national newspaper, to appear on the morning after the letters of allotment or acceptance are posted.

Reconstruction or refinancing

If a listed company produces a circular containing proposals to be put to shareholders in a general meeting 2relating to a reconstruction or a re-financing, the circular must be produced in accordance with LR 13.3 and must include a working capital statement.

The working capital statement required by paragraph (1) must be prepared in accordance with item 3.1 of Annex 3 of the PD Regulation and on the basis that the reconstruction or the re-financing has taken place.

Fractional entitlements

If, for an issue of equity securities6 (other than an issue in lieu of dividend), a shareholders entitlement includes a fraction of a security, a listed company must ensure that the fraction is sold for the benefit of the holder except that if its value (net of expenses) does not exceed 5.00 it may be sold for the company's benefit. Sales of fractions may be made before listing is granted.

advises holders of equity securities6 who are in any doubt as to what action to take to consult appropriate independent advisers immediately;

(c)

states that where all of the securities have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser;

(d)

has the form of renunciation and the registration instructions printed on the back of, or attached to, the document;

(e)

includes provision for splitting (without fee) and for split documents to be certified by an official of the company or authorised agent;

(f)

provides for the last day for renunciation to be the second business day after the last day for splitting; and

(g)

if at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash.

Definitive documents of title

A listed company must ensure that any definitive document of title for an equity share6 (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraphs (5) and (7)):